Terms of Service

1. Introduction

Tavi Services Limited ("Tavi") provides best-in-class facility maintenance services for commercial and residential multisite organizations nationwide. We are an essential partner to our customers and technicians, offering dedicated teams, local field support, 24/7 coverage, tailored products, and a customer-first commitment. We deliver uninterrupted peace of mind to our customers.

When an individual or entity ("Customer") requests Tavi perform services, Tavi will prepare and deliver a summary of the essential service terms (the "Service Order") to Customer. These Customer Terms and Conditions ("Terms") apply to each Service Order and are incorporated by reference. These Terms are in addition to, and do not nullify, any other agreement between Customer and Tavi or any other applicable terms and conditions found in an individual Service Order.

2. Acceptance of Terms

By requesting Tavi perform services for Customer ("Services"), failing to object to the contents of a Service Order immediately upon receipt, or accepting the contents of a Service Order, Customer agrees to be bound by these Terms and the contents of any applicable Service Order. Under no circumstances may Customer contest the terms of a Service Order after Tavi begins performance of the contemplated Services. Unless a separate agreement has been signed by Customer and Tavi for the Services, all work performed for Customer by Tavi shall be subject to these Terms.

Tavi may occasionally make changes to these Terms. Customer's continued use of Tavi's Services after changes have been made will constitute acceptance of the changes.

3. Scope of Work and Payment

Each individual Service Order will include a description of the contemplated scope of work (the "Work") and associated cost. Additional requests for Services may be documented in a Service Order, or any other writing mutually agreed upon by the parties including statements of work, purchase orders, e-mails or text messages between the parties outlining the location(s), rates, frequency, and other details of the Services. Any additional material or labor deemed necessary to complete the Work, regardless of circumstances, will be billed as time and material. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided, that in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Tavi's income, revenues, gross receipts, Tavi Personnel, or real or personal property or other assets owned by Tavi.

Unless otherwise stated in a Service Order, payment shall be made to Tavi no later than 15 days after Customer's receipt of Tavi's invoice. No deductions shall be made from payments due Tavi on account of any allegedly defective work or increases in the cost of the Work. At Tavi's sole discretion, Tavi may invoice Customer at any time prior to completion of the Services for all Services rendered prior to the invoice date.

All late payments shall bear interest at the rate of 1.5% per month or the highest rate permissible under Delaware law, calculated daily and compounded monthly. Customer shall also reimburse Tavi for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law, Tavi has the right to suspend Services without notice if the Customer fails to pay any fees when due under these Terms and such failure continues for fifteen (15) calendar days.

4. Standard Work Terms

Tavi will provide or cause to be provided all materials, supplies, supervision, and labor to perform Services pursuant to these Terms, any relevant Service Order, and relevant industry standard. The Services provided by Tavi shall be performed by independent contractors hired by Tavi at its sole discretion ("Tavi Providers"). Unless otherwise stated in a Service Order, Tavi will invoice for Work in accordance with the below terms:

Non-routine, break-fix or project Work:

• Trip charges, including return trips, will be invoiced for every visit to a Customer location at full price through the duration of a service call.
• A one-hour labor minimum will be invoiced on each service call. Subsequent time will be rounded to the next half hour.
• A 50% increase to any trip charge when average national fuel price is above $4.00 per gallon.
• All material, equipment and/or equipment rentals, such as hydraulic lifts, will be billed at then-current market rates + applicable mark up.
• Overtime rate (outside of 8:00AM-5:00PM Monday-Friday) and Holiday (all Federal Holidays) rate will be invoiced at 2x the normal rate.

Routine or seasonal Work:

• Services will be performed at the frequency and rates or costs detailed in a Service Order.
• Any services outside of the scope detailed in a Service Order, including costs associated with bringing a Customer site up to scope, will be considered ad hoc and billed as time and material.
• All material, equipment and/or equipment rentals, such as hydraulic lifts, will be billed at then-current market rates + applicable mark up.

Snow and ice removal:

Tavi will perform snow and ice removal Services pursuant to the fee structure detailed in a Service Order, categorized as "per occurrence," "per event," "time and material," or "seasonal." Any Service Order that does not detail the snow and ice removal service category shall be invoiced as time and material.

• "Per Occurrence:" Tavi will invoice Customer for each push or snow and ice removal service to the Customer site at the agreed-upon rates.
• "Per Event:" An event is defined as a period of continuous snowfall or accumulating winter precipitations within a 12-hour period of time from any other event (an "Event"). Tavi's quoted cost shall cover labor and equipment for the duration of each Event. Tavi will invoice the Customer per Event. Event pricing does not include any anti-icing.
• "Time and Material:" Tavi will invoice Customer in the form of an hourly rate and/or rate for specific materials used to complete snow and ice removal operations.
• "Seasonal:" Tavi's quoted price includes the cost for all snow and ice removal Services for the winter season, excluding expenses related to snow hauling and stacking. Unless otherwise agreed to in writing between the Parties, the agreed cost for seasonal snow and ice removal Services will be billed to the Customer in equal monthly installments during the applicable season.

Tavi will monitor the weather conditions and begin snow clearance once adequate accumulation has begun; such snow clearance shall commence at Tavi's sole discretion based on its experience and reasonable commercial standards. Tavi shall remove snow and ice continuously before, during and after an event until acceptable pavement clearance is achieved. Tavi will automatically deploy resources based on the first sign of ice or snow accumulation regardless of the time of day or day of week, subject to pricing adjustments set forth on a Service Order. The removal timing is based on any pre-salting and weather conditions as there is no delayed trigger.

"Severe Weather Snow Removal:" During severe storms, Tavi may, at its sole discretion, focus snow clearance on areas that it deems a priority. Such priority areas may not include the entirety of the Customer site.

"SNOW STACKING/PILING/STAGING:" Snow that is stacked or piled shall not impede customer access, or access to the building. Snow shall not be stacked: (a) in or around handicap spaces, (b) against the Customer facility, (c) near the entrances or exits, (d) blocking docks or ramps, (e) on parking structures or ramps, (f) on landscaping islands or grass areas (use caution not to encroach grass areas), or (g) blocking or impeding drains.

During a snow emergency, Tavi is authorized to stack or pile snow in a reasonable manner and in its sole discretion in order to complete the work. At all times, Customer is responsible for warning customers and third-parties of the potential hazards snow piles may present; Customer assumes the risk of damages that may occur to peoples or property due to snow stacking, piling, or staging on Customer's facility.

All material (including salt or other chemical de-icer), non-standard equipment and/or equipment rentals will be billed at then-current market rates + applicable mark up.

All other services not detailed in a Service Order are considered out of scope or ad hoc and will only be performed by Tavi after receiving written approval by Customer.

Customer understands and acknowledges that snow and ice creates an inherent risk to patrons or employees on Customer's property(ies). Tavi will provide Services in accordance with these Terms and/or any Service Order, but does not guarantee the removal of all slipping hazards and disclaims liability for injuries or damages arising out of or related to snow and ice weather conditions (except to the extent such liability is directly caused by Tavi's negligence).

Excluding project Work, unless Customer provides notice to Tavi that it does not intend to renew a Service Order, rates shall automatically renew on a year-to-year basis with a rate increase equal to the greater of (i) 5% or (ii) the average percentage increase in the Consumer Price Index-All Urban Workers ("CPI-U"). If at the time price adjustment is calculated the CPI-U has been materially revised, is not available, or is discontinued, the Parties will agree on the most comparable index being published at the time and use that index in place of the CPI-U.

5. Customer Obligations

Customer shall designate one of its employees or agents to serve as its primary contact with respect to all Service Orders and these Terms and to act as Customer's authorized representative with respect to matters pertaining to these Terms (the "Customer Contract Manager"), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed. If Customer does not expressly designate a Customer Contract Manager, the user who created the Customer account will be designated as Customer Contract Manager by default. Customer shall require that the Customer Contract Manager respond promptly to any reasonable requests from Tavi for instructions, information, or approvals required by Tavi to provide the Services. Customer shall cooperate with Tavi in Tavi's performance of the Services and provide access to Customer's premises, employees, contractors, and equipment as required to enable Tavi to provide the Services. Customer shall take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Tavi's provision of the Services.

6. Warranties and Disclaimers

Tavi warrants that it shall perform the Services in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. Tavi's sole and exclusive liability and Customer's sole and exclusive remedy for breach of this warranty shall be to discontinue use of Tavi's Services. Under no circumstances shall Tavi's liability exceed the fees paid to Tavi by Customer for any individual Service Order. Tavi MAKES NO WARRANTIES EXCEPT FOR THOSE PROVIDED ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

7. No Intellectual Property

Nothing in these Terms will function to transfer any of either Party's intellectual property rights to the other Party. Each Party will retain exclusive interest and ownership of its intellectual property.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL TAVI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO TAVI PURSUANT TO THE APPLICABLE SERVICE ORDER GIVING RISE TO THE CLAIM.

10. Entire Agreement

These Terms, including and together with any related Service Order, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

11. Dispute Resolution and Choice of Law

As an express condition precedent to litigation, the Parties agree to work in good faith to resolve any dispute, controversy, or claim arising out of or related to these Terms, or any Service Order, pursuant to the following procedures:

• After a Party puts the other on notice of a dispute, the Parties shall first attempt in good faith to resolve the dispute by negotiation and consultation between themselves, including not fewer than three (3) negotiation sessions attended by the appropriate account leads for the Customer and Tavi (virtual sessions are fine).
• In the event the dispute is not resolved in 60 days, the Parties agree to mediation in Delaware with a mediator mutually agreed upon by the Parties. Mediation shall occur no later than 90 days following the initial notice of dispute.
• If the Parties cannot resolve any dispute following mediation, either Party may file suit in the appropriate state or federal district court located in Delaware.

These Terms and all related documents are governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to the Services or these Terms in any forum other than the appropriate state or federal district court located in Delaware.

EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE FROM THE SERVICES OR THESE TERMS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

12. Miscellaneous

All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, provision regarding ownership, warranty disclaimers, and limitations of liability.

Either Party may terminate these Terms or any Service Order at any time, for any reason, upon written notice to the other Party (email is fine). Customer is required to pay Tavi for all Services performed up to the effective date of termination.

No amendment to or modification of these Terms, or any Service Order, work order, or purchase order, is effective unless it is in writing and authorized by a representative of each Party (email is fine).

No waiver by any Party of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations without the prior written consent of Tavi. Any purported assignment or delegation without prior written consent shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under these Terms or any Service Order. Tavi may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Tavi's assets without Customer's consent.

The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Tavi shall be under its own control, Customer being interested only in the results thereof. These Terms benefit solely the Parties and their respective permitted successors and assigns and nothing contained within these Terms or any Service Order, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

13. SMS Messaging & Privacy Policy Disclosure

13.1. Consent and Program Description

By providing your mobile number and opting in to receive text messages from Tavi Services Limited ("Tavi"), you consent to receive recurring automated promotional and personalized marketing text messages (e.g., job alerts, scheduling updates, repair coordination, and payment notifications) from Tavi at the mobile number provided at opt-in. Consent is not a condition of any purchase or service.

13.2. Message Frequency and Rates

Message frequency varies based on your interactions with our platform and the volume of active service jobs. Message and data rates may apply.

13.3. Mobile Data Privacy & Third-Party Sharing

Tavi Services Limited is committed to protecting your privacy. Mobile information will not be shared with third parties or affiliates for marketing or promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties or sold to any third parties for any reason.

13.4. Opt-Out and Help

You can cancel the SMS service at any time. Just text "STOP" to the short code or long code providing the messages. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

For help, reply "HELP" to any message or contact our support team at rob@trytavi.com.